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Cell C: Visionary contrarian call or early-mover risk?

Allan Gray’s 15% stake in what was once the black sheep of the sector raises the question of how to parse the ebitda figures

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Jeandré Pike

(Cell C)

When a company emerges from financial distress, the market looks for redemption. But when a respected asset manager accumulates a 15% stake, that redemption gains weight.

Cell C’s first interim results as a listed entity are framed as the inflection point — as CEO Jorge Mendes declared: “[It] marks the completion of our restructuring and the start of a new chapter.” The balance sheet has been reset, debt reduced and liquidity pressure eased. The language is confident, the positioning clear: a capital-light, platform-led operator ready for sustainable growth.

Yet beneath the IFRS (international financial reporting standards) uplift, adjusted ebitda is flat, revenue growth modest and free cash flow thin relative to valuation. Wholesale momentum is encouraging, but competitive intensity has not disappeared.

Cell C has undeniably survived — but survival is not the same as durable compounding. The question now is whether sustainable value creation has truly begun — and whether Allan Gray is early to that inflection point …

For years, refinancing uncertainty and balance sheet fragility overshadowed any meaningful operational ambition at Cell C. Debt dictated decisions, and capital structure constrained competitiveness. Today, management presents a markedly different picture; Mendes noted that the group ended the period with only trading-level debt. “[This] significantly enhances financial flexibility and positions Cell C to execute with greater resilience, discipline and strategic optionality.” Net debt has been reduced to R2.4bn after a complex recapitalisation and IPO.

On an IFRS basis, leverage appears exceptionally conservative at roughly 0.6 times ebitda — a dramatic contrast to the company’s recent past. Yet that headline ratio relies on IFRS ebitda inflated by restructuring-related gains; measured against normalised adjusted ebitda of about R1.8bn-R1.9bn on an annualised basis, net debt is closer to 1.3. This is still manageable and no longer distressed, but materially less conservative than the headline suggests.

Balance sheet repair and risk elimination are not synonymous, as lease liabilities remain significant and fixed obligations, including lease payments and finance costs, absorb a meaningful portion of operating cash flow. While performance has stabilised, it has not yet clearly accelerated. A repaired capital structure lowers the probability of failure, but it does not automatically create durable returns.

The real question now is whether the resurrection of the balance sheet has fundamentally reshaped the company’s long-term risk profile or simply bought management time to prove that the underlying business can sustainably grow.

Few numbers in Cell C’s results are more striking than IFRS ebitda of R4.2bn — a 442% surge that, at first glance, suggests a business transformed almost overnight. But accounting can both illuminate and distort. Strip away the restructuring-related gains, debt conversions and technical adjustments embedded in that figure, and the picture looks far less dramatic. Adjusted ebitda, the metric that more closely reflects the underlying operating engine, came in at R917m — down 1.1% year on year. That tells a very different story. It suggests stabilisation, not acceleration; repair, not resurgence.

Ringing the changes?: Cell C Holdings share price (c) Daily (Shaun Uthum)

The gap between IFRS and adjusted ebitda is not merely technical — it is philosophical. One reflects the mechanics of financial restructuring; the other reflects customer behaviour, pricing discipline, network competitiveness and cost control. For investors trying to assess whether Cell C is becoming a durable cash-generating platform, the latter matters far more. Accounting optics can signal closure of the past. Adjusted ebitda reveals whether the future has truly begun.

Wholesale has become the centrepiece of Cell C’s new narrative, with segment revenue rising 22.5% year on year and mobile virtual network operator home-location-register subscribers surpassing 5-million. These figures, on the surface, point to platform-style scalability beginning to emerge. In theory, wholesale offers compelling economics: lower capital intensity, partner-led expansion, and the ability to monetise network capacity without the heavy customer-acquisition costs of traditional retail growth — a strategically coherent shift for a company repositioning itself as capital-light.

[This] … positions Cell C to execute with greater resilience, discipline and strategic optionality

—   Jorge Mendes

Yet scale does not automatically translate into profitability. Wholesale revenue often carries thinner margins than premium retail contracts and can increase exposure to a smaller number of counterparties, and growth driven by partners is, by definition, partially outside management’s direct control. The issue, therefore, is whether wholesale can expand while lifting overall returns on capital. If incremental revenue produces operating leverage and margin expansion, the platform thesis strengthens materially. If it merely reshapes the revenue mix towards lower-margin volume, the strategy may stabilise the business without meaningfully enhancing its earnings power. The outcome will determine whether wholesale becomes the engine of durable value creation or simply the driver of top-line momentum.

Cell C’s cash flow bridge reveals far more than what is stated in the financial report. Starting with adjusted ebitda of R917m, Cell C adds R1.05bn in “transaction cash” before deducting R395m in capital expenditure, R779m in lease payments, R47m in taxes and R393m in finance costs, arriving at reported free cash flow of R353m for the half-year. That implies a business now generating cash. But the structure of that bridge matters. The transaction cash is not embedded in adjusted ebitda and does not arise from core operations; it is linked to restructuring and transitional balance sheet activity.

That is, by nature, nonrecurring. It is legitimate cash — but not recurring operating cash. If one removes this one-off inflow, the arithmetic changes materially: adjusted ebitda alone would not have comfortably covered capex, lease obligations, finance costs and tax for the period, and free cash flow would likely have been negative in this half.

That does not negate the progress made in stabilising the business, but it reframes the narrative. For Cell C to prove that it is truly a durable and capital-light platform, free cash flow must emerge consistently from recurring operations rather than transitional inflows. Until operating ebitda expands meaningfully beyond its fixed obligations, the margin for error remains narrow.

When a manager with Allan Gray’s reputation accumulates a 15% stake, it is not a casual trade. The firm has historically gravitated towards complexity, controversy and transitional balance sheets where perception lags reality and time arbitrage can compound returns.

In Cell C’s case, the attraction is unlikely to be today’s earnings but rather the asymmetry embedded in the capital structure reset. With leverage reduced, bankruptcy risk diminished and wholesale momentum gaining traction, the downside distribution appears narrower than it did two years ago, while the upside — should operating leverage materialise — could be meaningful. The bet may not be that Cell C is already a high-quality compounder, but that it is priced as a repaired utility while possessing latent platform optionality.

Yet early positioning in turnarounds carries its own discipline: execution risk persists, margins must expand, and recurring free cash flow must prove durable. Whether Allan Gray’s stake reflects visionary conviction in a multiyear rerating or simply a calculated entry before the operating inflection is fully visible, will ultimately depend not on narrative, but on the company’s ability to convert restructuring into sustained economic returns.

At a market capitalisation of about R10bn, Cell C is implicitly being valued as a stabilised telecoms operator rather than a distressed asset. Yet when measured against peers such as Vodacom and MTN, which trade at five to 5.5 times forward enterprise value/ebitda, with established margins and proven free cash flow generation, the comparison becomes instructive. On a normalised ebitda basis, Cell C’s enterprise value implies a multiple that is not dramatically discounted relative to peers with stronger return profiles and deeper scale advantages. Telkom, despite its structural challenges, trades at materially lower revenue and ebitda multiples.

In other words, the market appears to be pricing in successful execution of the turnaround rather than merely survival — leaving limited room for disappointment and placing the burden of proof firmly on sustained operating delivery.

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